Stolen
by LovelyFarron
Summary: Peter's life is finally going his way. He's the infamous/famous Spider-Man, got a girlfriend, made a friend out of an enemy...what more could he want? His semi-peaceful life is about to be thrown into full chaos however when he crosses paths with the Black Cat. The Amazing Spider-Man 2012 movieverse.
1. Chapter 1

Comic/movie: The Amazing Spider-man

Pairing: Spider-man/Black Cat

Genre: Romance, Humor

Rating: T

A/N: I hope that they put Black Cat in the movies seeing as how she is my favorite of Spidey's girlfriends. I will admit that I really like how they portrayed Gwen in the new movie; Emma Stone did a great job! For looks-wise, since this fanfic takes place in The Amazing Spider-man movieverse, I'm picturing Felicia looking like Carey Mulligan. You, of course, are free to picture her however you want :) I hope you enjoy dear reader.

There will be no bashing in this fanfic of Gwen Stacy or villainizing of her. I feel like I have to say this because sometimes people are turned off to fanfics because of a character being treated unfairly or being handled in an out of character fashion. I like Peter/Gwen as much as I like Spidey/Black Cat (and yes, there is a reason I'm using those names specifically haha).

Stolen

**Seven Years Ago**

Felicia Hardy had always been "daddy's little girl." In her mannerisms, quirks, habits, personality…she was her father's child. She had her mother's facial structure and eyes though, a striking emerald green that shone out like a predator's from her smooth face framed by her long, flowing platinum blonde hair. There was never any doubt in anyone's mind that knew the family that she was her parents' daughter and they doted on her like she was the only thing in the world and, perhaps to them, she was.

Little Felicia grew up idolizing her father; he could do no wrong in her eyes and nothing that anyone said or did could change her opinion of him. She wanted to be just like him, to be great like he was. She loved him more than anything and would have gladly given up all her material possessions to spend more time with him.

Now, she loved her mother too but her feelings her father were strong. She had a bond with him, had inherited what he called the "Hardy Gene" and that there was something between them, something in their very genetic makeup, that made them understand each other like no one ever could. They were Hardys and Hardys were talented. In what they were exactly talented he would never tell her, even when she begged him to. Whenever he would open his mouth, the explanation on the verge of his lips, her mother would appear seemingly out of thin air and shot him a cross look that would get him to shut up instantly.

Felicia hated it when her mother did that.

Just as she had a bond with her father, an understanding that no one without the "Hardy Gene" could have, there was a bond between her parents. Of course that was only natural, as they were married, but it irritated Felicia to no end that there was something her mother knew that she did not. Her father would always smile and tell her, "Someday…someday you'll know," but when would that someday come? She was ten years old; she wasn't a baby!

Still, she'd accept his answer with a smile and a nod, reading the apology in his crystal blue eyes. Then he'd swoop her up in his arms, making her giggle and laugh until she forgot that she had been mad.

She always figured that he would tell her one day despite her mother's looks. Someday would come sooner than later and then she would be in on the grand secret and wouldn't be in the dark anymore. Someday she'd be able join him in whatever it was he did and she'd be the best at it and make him proud. Someday she'd be as talented as him and show her mother that she needn't have worried…

…But sadly, someday never came.

She would never forget that morning, that morning that she bounced down the stairs at 8 o'clock all ready and chipper for school. He'd always be there at the table, bags under his eyes and a tired look on his face but he was always happy to see his little kitten before she left for school. He always had time for her, despite the fact that his job kept him up all hours of the night. But that day, that morning, had not been the morning she was used to seeing.

As she had skipped into the kitchen, a sleepy grin slapped across her face, her hair still an unruly mess, she had stopped short when she came within range of the front door. Her mother, normally well-kept and composed looking, had frazzled hair and blood shot eyes. Her makeup wasn't on and she looked years beyond her actual age. Her blonde hair was as messy as her daughter's and Felicia, knowing that her mother dreaded looking like she had just crawled out of bed, had felt her stomach plummet and hit the floor as she saw just who her mother was talking to. A policeman.

"Felicia, sweetie," her mother had said, her voice haggard and rough, "go wait in your room, alright? Mommy will be up in just a second, ok?"

Felicia, being the bright ten year-old that she was, had just shaken her head. Where was her father? Why did her mother look like she'd seen a ghost? And why was there a policeman—and here Felicia had narrowed her jade eyes to get a good look at the man, noticing that he had black hair that was graying, was slightly underweight and rather athletic with hazel eyes that spoke of a soul much older than the body it was housed in—at their front door talking to her? "No. Where's Daddy?"

Lydia, her mother, had bit her lip in agitation. Looking once to the officer and then back at her daughter. Rubbing her temple with her right hand in agitation, she had closed her eyes and thought to herself for a minute before opening her eyes again and focusing in on her daughter. Firm resolve shone bright within her, something changing and clicking as she stared at her little girl. Felicia had known right then and there that something had changed forever, that the way things had been had been stolen from her, taken away by some mysterious thief in the night.

Fear had tied her gut into knots and something had begun to gnaw at her stomach. Her heart had sped up and her skin had become covered with a cool sheen of sweat. She had felt sick to her stomach and had known that the next words out of her mother's mouth would rock her perfect little world.

"Felicia…Daddy won't be coming home."

Felicia had swallowed hard, nearly choking. "What do you mean? Is he late?" Her mouth had felt like cotton and even getting those words out had been nearly impossible for her.

Not looking away, not even flinching, her mother's voice had taken on a cool almost sinister tone. "No Felicia. Daddy won't _ever_ be coming home."

Felicia Hardy—Daddy's Little Girl, Walter Hardy's kitten, the Talented, the inheritor of the "Hardy Gene"—had turned around and fled upstairs to her room, tears burning her eyes, not wanting to find out what had happened to her daddy.

Flinging herself onto her bed, she had curled up and cried silently to herself, vowing to the gods above that whatever cruel being had torn her father away from her—be it the police, death itself, or some other tragedy—would pay.

**Present Day**

Peter Parker leaned back in class, barely listening as his Lit teacher droned on in front of him. It was a boring day, another boring lesson. He'd read the book in particular that she was talking about, mainly because it had been required reading and he didn't want to fail the class, and he hadn't been impressed with it. It had just been so…_dark_. He was surprised that they had even been allowed to read it; the book, one in the first of a trilogy, had dealt with many darker themes, disturbing ones even. It hadn't been a classic and he hadn't recalled seeing it on the #1 New York Times list either, but perhaps he had missed it. He wasn't really into reading fiction, not when non-fiction and science and logical fact was so much more interesting.

"Mr. Parker!"

The teacher's sharp voice shocked him out of his stupor. His head snapped forward quickly and giggles came from all around him. He felt his cheeks flush a little.

"Uh, yes?" he asked stupidly.

The teacher narrowed her black eyes at him in a threatening manner.

"Pray tell, Mr. Parker, what were Azoth's reasons for becoming a wetboy—an assassin? Was he motivated by greed? Love? Or was it simply Destiny?"

Peter licked his lips, his mind digging up the pages of the novel he had skimmed over. _Reasons? What reasons…there were quite a few, but knowing Teach…she's gonna not want the obvious answers, especially since she just listed them…_

As his mind worked, the blonde head in front of him shifted ever so slightly, maneuvering just so so their eyes could reach his. Peter couldn't help the small grin that spread its way across his panicking face, giving him a rather comical look. Gwen Stacy peered out at him from under her perfectly-cut blonde bangs, her eyes full of amusement and mirth.

She knew the answer no doubt; she was just as intelligent as he was, with a love of facts and science, married with a fascination of the fictional. He envied her a bit in that regard; oh sure, he enjoyed fiction and fantasy because they inspired the imagination and the imagination was what got things invented and created, but he wasn't really good at diving into the complex and deep morals that their Lit teacher seemed insistent on saying existed in every book. Sometimes the drapes were blue because the drapes were blue, not because the author was trying to say that they character was depressed and the drapes reflected that or some other hogwash.

Sometimes things were simple. Sometimes things didn't need to be complicated. Sometimes things were both. Like his life. He was both Peter Parker and the infamous/famous Spider-man. Maybe having a duel identity would cause some to go insane but he tried to not overthink it too much.

"We're waiting Mr. Parker," the teacher said after a minute had gone by, a minute in which Peter's mind had been anywhere but where it should have been. Sometimes he wished he could just web her mouth shut and let him stay in his land of dreams…

Clearing his throat, he said. "Ah! Yes! Azoth, later known as Kylar Stern," he threw in that bit to show that he had indeed at least read the book, "became a wetboy for the very reasons you gave but also because of…" It was here that he launched into some great explanation that had been borne in his mind out of desperation and out of part of what he'd read. He didn't believe a single word that left his mouth, but all that mattered was if his teacher bought it or not.

With a touch of pride, he noticed that some of the other students in the class—the ones that actually gave a crap about this sort of thing—were taking notes rapidly, nodding their heads in approval as he wove his tale. His eyes flicked down to meet Gwen's again and he saw that she knew that he was bull-crapping. Her eyes were warm and lit up with humor, her pretty mouth curved up in a luscious smile that made his heart do funny things in his chest.

"…and _then_…"

"Alright! That's enough Mr. Parker!" the teacher suddenly cut him off, eyeing the clock. "You made some very interesting points, points that we, as a class, will discuss _in depth_ tomorrow."

A collective groan rose from the wearied souls in the seats as they gathered their things. The bell rang and their efforts suddenly doubled, not wanting to be late to their next class.

Pushing a satisfied smirk off of his face at his save, Peter had deftly swung his backpack onto his shoulder, reaching down and picking up Gwen's as well. She flashed him another smile, showing her pearly white teeth and the two walked to the front of the room together.

"I'll see you all later," the teacher called out as her students fled out the door. "Don't forget! Discussion! Tomorrow! Put some thought into what you're going to say tonight or prepared to be grilled!"

-o-o-

"Sheesh!" Peter exclaimed once they were well out of earshot of their psychotic Lit teacher. "That women! You'd think that the lessons of history were implanted in those books she makes us read!"

"Stop it Pete!" Gwen said, playfully smack his chest. "You know how passionate she is about that stuff. Be nice."

Peter shrugged. "To each his own I suppose."

Gwen rolled her eyes. "Come off it Pete. You're no better when it comes to your passions."

"Well, yeah, but my passions are totally different than hers," he remarked a bit arrogantly.

"Oh? And how so?" Gwen asked, looking up at him curiously, a thin eyebrow arched.

Peter grinned, his eyes twinkling. "My passions are way cooler."

"Oh you!"

The two walked together to where their lockers were, laughing and talking about everything and nothing at the same time. It was mindless prattle, the words of young people in love. What they really wanted to discuss, what they really wanted to _do_, couldn't be discussed or done in a public setting. It was nothing devious or immoral, but there were things that were not suitable to be overheard by other ears and public displays of affection weren't welcome during school hours on school grounds.

They were still relatively new in this little game of love, still fresh and raw. There was an excitement to everything they did, only enhanced by the secret that they alone shared. They were unlike most couples their age and they knew it. They had something more, something deeper. What they had was more than physical attraction, it was more than airy words thrown about carelessly and with reckless abandon. There was more to the flirting, more to the actions, more to everything they did.

Unlike most people their age, they had seen tragedy, witnessed it with their own eyes and tasted its life-draining poison. They had drunk from a cup overflowing with sorrow and nearly drowned in it, only to be rescued by the other. They wouldn't go so far as to say that they were soul mates but they came pretty darn close to it, at least they thought so.

"Well Peter," Gwen sighed, unlocking her locker and shoving in her Lit books before grabbing new ones. "I'd love to stay and chat but I've got class on the other side of the building."

Peter nodded his head, leaning against the locker next to hers. "Yup. I know. I've got a free period next, so I suppose I could walk you there. 'Cause you know…you need the protection," he half-joked. It hadn't been that long ago since Dr. Connors in his lizard form had rampaged through the school, determined to end Peter's life before he became a bigger threat to his plans. The memory was still fresh in the young man's mind, as was the danger Gwen had put herself in helping him. Of course Dr. Connors was behind bars where he somewhat belonged (and he only somewhat belonged because he had lost his mind as The Lizard) and no bad guys that were smart enough to put two and two together or even knew who Peter was had found out his identity so Gwen was more than likely perfectly safe but that didn't stop Peter from worrying.

Closing her locker, Gwen gave him one of her looks. Peter winced a little.

"Peter, I'll be just fine," she chided him gently. "We don't want people thinking that we can't bear to be apart now, do we?"

"Oh! You wound me!" Peter clutched at his shirt where his heart was located. "You can exist without me?"

Gwen laughed, the smile reaching her eyes and lighting up her face. "Sorry Bug Boy but I can. Besides…" and here her eyes moved to look over his shoulder. "It looks like your best buddy Flash needs you for something."

Peter frowned, still not used to the fact that Flash Thompson was now his friend. Just a few weeks ago they had been at each other's throats but ever since Uncle Ben had—

Peter brushed the thought aside forcefully as his throat tightened. No. He wasn't ready to think about that night yet or the week following that horrible tragedy. It was nice to know that he had made a friend out of an enemy though, and he had been grateful for Flash's sympathy.

Turning around, he saw the grinning face of Flash.

"Yo! Pete!" Flash waved.

"Hey…Flash," Peter said a bit awkwardly, still finding it weird that he was not running for his life.

The athletic teen was at the couple's side in a few strides, a silly smile slapped across his face. "Hey Gwen, mind if I borrow your boyfriend for a bit?"

Gwen smiled. "Knock yourself out Flash. I have to get to class anyway." She looked at Peter before he could protest. "I'll leave you boys to your devices. Just try not to get into too much trouble. See ya Bug Boy." And with that, she turned and walked away, her ponytail swishing with the movement and her hips moving in an almost hypnotizing manner.

Peter watched her as she went, mesmerized. How had he gotten so lucky?

"…I will never understand why she calls you Bug Boy," Flash said after Gwen was out of sight, no doubt also having been mesmerized by the beauty on legs.

Peter felt a flash of irritation but suppressed it; Flash wouldn't make a move on Gwen. He respected Peter enough to not want to come between the two and Gwen wasn't really his type. While she was pleasing to look at, she was more cute and girl-next-door than what Flash was interested in. The only reason Peter knew his type was because he himself was a quiet, stay-out-of-trouble type and was content to observe others as they went about their business. Flash's type of girl was more sassy and sexy than Gwen was; all curves and attitude.

"Whatever," Flash shrugged his shoulders. Looking directly in Peter's eyes, he said, "Look buddy. I got a class next period that I can't have any…um…distractions in," his face flushed a little. "I've been showing this new girl around school today and I need you to take over for me for a couple of hours."

Something like danger buzzed up in the back of Peter's mind and he shook his head and blinked, clearing his vision as the numbing sensation spread throughout his body. Normally his Spider-Sense (as Gwen had so dubbed it) only acted up when there was something dangerous in close proximity to him. Why had it started tingling at the mention of this new student Flash was showing around? Was it some new bully? A potential enemy?

Peter let out a breath. Well, whatever it was he supposed he should meet it head on.

Eyeing Flash warily, he said, "Uh, sure."

Flash smiled, his pearl white teeth dazzling. "Thank a ton man," he said cheerfully, patting Peter roughly on the shoulder. Turning around, he called down the hall. "He'll do it! Told ya you wouldn't have to use your gorgeous looks to convince him. My man Pete is made of gold!"

A shiver shot down Peter's spine as a watery, musical laugh responded to Flash's voice. The sound of heels clicking down the hall reached Peter's ears and the smell of vanilla wafted towards him. He sniffed appreciatively, enjoying the heavenly scent despite himself.

_Ok. So. This new student is obviously a female. _He thought to himself. _So maybe my Spider-Sense is going off because she's one of those female fatales…?_

"Oh Flash, you're a dear," came a smooth, rich voice full of seduction hidden beneath innocence. "Although I'll miss your company. Don't stay away too long now."

Peter couldn't help the lump that formed in his throat. Whoever this was, she was unlike any female he'd met before. Not even Gwen was like her. His Spider-Sense was going crazy and this weird vibe was radiating down the hall from this woman. Just the way she spoke suggested that she knew how to handle her way around a man, the sweet purr of her voice luring in and snaring even the most stoic and stony.

Flash's face went dreamy-eyed and it almost seemed to Peter as if the hulk of a man had gone to mush on the spot. "Oh I won't. But I promise Pete here is just as entertaining as me."

"Oh, really?"

The heels stopped moving and Peter swallowed hard. She was right there, around the corner, just waiting to pounce out and play with his wild teenage emotions like they were a ball of yarn and she was a cat.

"Yeah, he is," Flash reassured her. "Why don't you come out and say hello? I'm sure the suspense is killing the little nerd."

Peter, despite the fact that he wanted to turn and high tail it out of there before he was ensnared in the clutches of this female, had the presence of mind to send a quick glare Flash's way. _Little nerd?_ Flash, too focused on the hiding girl, didn't notice Peter's irritation.

Her laughter sounded again, echoing down the now-empty hall. Most students had fled to their classrooms already, afraid of serving a detention or suspension for being tardy. Peter wished that this wasn't his free period all of a sudden, which was saying something because he loved his free period. Why couldn't Flash just cut class like he normally did and show this girl around more? The dumb jock (and that was retribution in Peter's mind for being called a little nerd) was sure to get an athletic scholarship so why sweat about grades?

"Alright, I'm coming out. Be prepared to catch him if he falls over out of shock."

Peter clenched his teeth, his mind screaming at him, his muscles burning as the flight or fight instinct kicked in. He didn't want to be rude but he also wanted to stay in one piece. He couldn't imagine how he'd be able to explain away his actions to Flash and then later to Gwen if he bolted right then and there. What kind of man was he? To be afraid of a…of a…

_Wow._

Peter's jaw dropped open as the mysterious woman walked around the corner and came down the hall towards them. His Spider-Sense flared up even more and the sensation of nausea swept through his body.

He was in trouble.


	2. Chapter 2

A/N: Wow! Thanks for the responses guys! I really mean it!

-o-o-

"…and this is where Flash almost ended my existence." Peter said, opening his arms in a wide gesture as he stepped out into the yard where just a few weeks earlier Flash had nearly pounded him into the ground for standing up to him. The cool autumn wind nipped at his exposed flesh and made his cheeks a little red (at least he hoped that it was the wind and not the rather attractive woman standing beside him). He was glad that he'd remembered to grab a jacket on his way out the door that morning; who would have guessed that he'd be giving an impromptu guide out in this chill weather? He wouldn't have, that was for sure.

"Hmmm…I take it you guys weren't always good friends?"

Peter swallowed the lump in his throat, mentally chastising himself for his inability to act like a normal human being around this woman. Looking down at her with what he hoped was a bored and uninterested look, his heart nearly stopped again as his eyes met platinum-blonde hair, crystal blue eyes that held a spark of amusement, full lips outlined in glittering pink chapstick, and, last but not least, _curves_. He hastily averted his gaze, aware of his cheeks reddening, this time most certainly not from the cold.

He'd never seen such a tone body in his life, one that was fitted with as many curves as she had at least. She had the body of an expert gymnast and she moved like a ballerina in her skin-tight jeans, knee-high black boots, and white collared shirt complete with a school jacket from a high school he'd never heard of.

They'd been alone together for about fifteen minutes although to Peter it seemed like twice as long. Flash had left them in a hurry, giving Peter a hurried whisper of "Don't blow this for me, pal," which mean that he had his eyes on pleasing the new girl and was trusting Peter to not screw it up. Unfortunately, screwing things up was something that Peter Parker was fantastic at and he was sweating bullets, although Felicia Hardy (the new girl) seemed to not care about his oddities and little quirks or not notice them. She seemed to be a sharp girl so he bet it was the former.

She hadn't said much about herself, aside from the fact that she and her mother had just moved back to New York after having moved away several years ago. Peter hadn't asked her about where her father was for he knew enough to not pry into things that might be sensitive. She had been an all A student at her last high school and had been, as expected, very popular among the boys. That last fact she had said with a snort and condescending laugh, which had made Peter frown in wonderment and confusion.

It had seemed that she hadn't minded Flash's attention back in the school before he had run off but here she was laughing at other boys whose heads she'd turned?

In turn, Peter had shared a little bit about himself (and by a little bit that meant the bare minimum). She had asked him about the Lizard incident at the school, which he had expected her to, and he had had to play the dumb student card in which he had been "lucky enough to get away when Spider-Man showed up and kicked some reptilian tail." He had been a little wary to even mention his costumed alter-ego for fear that she would somehow deduce on the spot that Peter Parker and Spider-Man were one in the same person. He had been half-expecting her to want to tell him more about the hero whose city she was now living in but she had not so much as given it a second thought, something that Peter, despite his relief, had been a little put off by. Who _didn't_ want to hear about Spider-Man? Felicia Hardy obviously.

It was actually a bit mystifying, her utter lack of interest in the events that had gone by just a short time ago. A superhuman that could cling to walls and shoot webs appearing out of nowhere to hunt down criminals. A man, in desperation, injecting himself with lizard DNA. The entire city almost being turned into Darwin's worst nightmare…wouldn't a new citizen to the area be concerned about these things? Apparently not. Or maybe she had done her research and had reached her own conclusions. Who knew?

Regardless of the many questions he had about her, things were going semi-smoothly. She'd been mostly quiet after she had talked a little about her background, rarely asking questions and just eyeing him like he was some toy she wanted to play with. She was interested in him, although he couldn't fathom why, and, needless to say, was a bit unsettling for Peter and was more than likely the reason why his Spider-sense was working overtime. She seemed nice enough and he highly doubted she was out to get him and attributed his danger sense to the fact that it was warning him to not do something stupid and upset either her, Flash, or potentially Gwen.

It wasn't that Gwen was the jealous type—far from it—but girls were girls and if he was an insensitive buffoon to her and she became friends with Gwen (and for some reason he had the strangest feeling that Gwen would get along famously with Felicia) and Gwen heard about it, well…he could kiss his life goodbye. He doubted even his spider powers could save him from Gwen in a rage.

"Yeah, I guess you could say that." Peter said after a minute, still not looking at Felicia.

"What changed?" she asked as they continued to walk.

Peter shrugged. "Dunno. I guess…when my Uncle Ben died…" his voice broke a little and he coughed, eyes watering all of a sudden as the memory of his dear uncle soaked in his own blood flashed back to him. He cleared his throat, pushing the memory down. Uncle Ben wouldn't want him choking up, wouldn't want him feeling sorry for himself again. "Sorry about that. It's…a touchy subject. I'd rather not talk about it."

A light touch on his arm nearly scared him out of his skin. He looked down to see a black gloved hand resting on his right arm, his eyes following it up the jacket, the neck, and then to the face of the girl he was supposed to be amusing. Her eyes were soft, some of their playfulness and sharpness gone from them.

"I'm sorry," she said. "I didn't know."

Peter blinked, once, twice. His heart skipped a beat in his chest and he felt something weird creeping around under his skin and working its way into his stomach. Nerves. But why was he nervous? Was it because she was touching him? Because she had closed the distance between them and was brushing aside the fact that they knew next to nothing about each other to ease his pain? Or was it because she was beautiful and breathtakingly gorgeous and someone might misconstrue the touch as one of a lover?

He was overthinking it probably, like he always did, but he couldn't help it. Ever since he was little he had analyzed everything, seen the outs in the ins and the truth behind lies. He was a suspicious person, never taking anything at face value and it had saved him more than once. In short, he was a brain, a very lonely brain, but a brain nonetheless. How could he be sure that she wasn't going to take advantage of him in some way or another? How could he…

He sucked in a deep, calming breath. The scent of vanilla tickled his nose and calmed him, chasing away any thoughts that would ruin the moment. She wasn't some villain out to get him, even if she did eye him like she'd like nothing better than to tie him up and take a few swings at him. She was mysterious, yes, but mysterious didn't always mean dangerous. He hoped.

Just as soon as the tender moment between these two strangers had started it was over. Not even so much as blushing for her boldness, Felicia withdrew her hand from Peter's arm and stretched her arms over her head. Peter watched the movement with interest, not so much interested in her physical appearance but more in the pure power contained in her lithe form that was evident even through her bulky jacket.

Felicia caught him looking at her with a dazed look on his face and gave him an evil smile. "See something you like?"

"What?" Peter almost yelped, head jerking back in surprise. "No! I mean…not that you're not…uh…good looking…I…shit…"

Felicia laughed. "Good god Peter! Lighten up!" Her eyes sparkled and danced as she looked at him. "I'm just giving you a hard time. I know your mind was pure and not in the gutter…unlike most men's." She rolled her eyes. "I bet your wondering why all the muscle huh? And how I manage to still look so damn sexy and appealing?"

Peter nodded dumbly.

Felicia grinned. "Well, it's a secret. If I told you, I'd have to kill you."

Peter raised an eyebrow. "Oh really now?"

"Yup," Felicia nodded.

"What? That's all you're going to say?" Peter asked. He really was a little curious. He didn't know many high school girls that had the body of an Olympian champion.

"My lips are sealed Pete," Felicia paused, considering. She looked up at him. "Can I call you that?"

"You can call me whatever the heck you want if you'll give me the secret to that great body of yours," Peter teased, having the satisfaction of knowing that she wasn't going to take that the wrong way. He flexed his own arms, and his jacket, tight around his upper body, showed off the little muscle he had acquired from his romps as Spider-Man. "I could use a little more here and there myself."

Felicia laughed again, the sound almost like music to Peter's ears. He laughed back, a little startled as he realized that he had _wanted_ to hear her laugh again. What was up with him? He already had a somewhat-girlfriend and he barely knew this mysterious newcomer. Was it just teenage hormones? There was something about her, something that warned him away and warmed him at the same time…

"Those are some guns you've got there Pete," she smiled, pinching one arm.

"Ow!" he exclaimed, although it didn't really hurt. He smiled at her. "Watch it there muscles! You've got an iron grip!"

Felicia laughed again, the tension and awkwardness beginning to melt away. There was still a bit of guardedness between the two—they still were almost complete strangers after all—but their relationship was forming, slowly but surely. It seemed like it would be a friendship of teasing, of being able to speak one's mind without worrying about the other one taking it the wrong way. It would be light and fun, flirtatious without ever going too far.

Peter had never had many friends to begin with; his intelligence and sarcastic wit scared most people away. He was an oddball, a diamond in the intellectual rough. Not many people understood him or bothered to stick around long enough to try to figure out his little ticks. Perhaps that was why he had been so eager to accept Flash's friendship or break a promise he had made to a dying police officer. He wanted, no _needed_, companionship.

The thought of Captain Stacy sent a bullet of guilt through his heart and not for the first time since he had officially started dating Gwen after her father's funeral did he feel like he had done the wrong thing. Captain Stacy was right of course; there was no way that Gwen could be around him without running the risk of getting hurt or kidnapped should his identity be discovered. Again. Heck, even without an enemy knowing he still had to account for the fact that she might try to get involved in something he was doing and wind up hurting herself…or worse.

The bell rang suddenly, catching their attentions and making depressing thoughts flee from the young hero's mind. Peter looked towards the brick building and smiled.

"C'mon," he said, grabbing her hand without a second thought. "There's someone I think you'll want to meet."

-o-o-

"Gwen Stacy, meet Felicia Hardy. Felicia Hardy, meet Gwen Stacy."

To Peter's delight, the two blondes smiled at each warmly. Something in the back of Peter's mind told him he'd just made the biggest mistake in his life introducing such two vibrant women to each other as they could easily gang up on him or even him and Flash, but he ignored the thought and instead let himself feel happy about getting Felicia better integrated into her new school.

Flash had yet to appear on the scene but Peter doubted he'd be away from Felicia's side longer than was necessary.

Gwen took Felicia's hand in her own and shook it firmly. "Nice to meet you Felicia," she said cheerily. "I trust Peter's been helpful?" She threw Peter a quick questioning glare to which he responded by looking down at his feet as if he was fascinated by their existence.

"Oh yes, he was," Felicia assured her.

Peter let out a breath. Gwen rolled her eyes.

"Geez Peter," she said. "Have a little more faith in me that I'd have a little more faith in _you_."

"Yeah, yeah…" Peter muttered.

Gwen just rolled her eyes again and elbowed him. Peter grunted and his eyes watered a little, but a grin was playing across his face.

Even though she was new to the school, Felicia was not new to the acts that couples did. A smirk threatened to spread her pink lips but she kept her mouth straight as she spoke. "I take it you two are…" Felicia left her sentence hanging, looking at the two in a knowing and slightly amused manner. Her eyebrows rose in glee at the obvious discomfort her question caused.

Gwen blushed and looked down, twisting her hands together and rocking back on her heels. Peter just scratched the back of his head and looked in the opposite direction. Felicia resisted the urge to laugh again at the innocence the two radiated; they were each other's first boyfriend and girlfriend. It was sickeningly cute and Felicia couldn't help but feel a twinge of longing and jealousy as she remembered her own first relationship…

Her cheery façade almost stumbled and broke to pieces as the horror it had been flashed through her mind but she pushed it aside with a will that was strong, hoping that the two lovebirds hadn't noticed her temporary loss of face. They were still blushing and looking awkward like two little kittens caught in a puddle of spilled milk, and she smiled again.

The hallway was filled with people going to lunch or to their next class and Felicia wondered vaguely if the two were even aware of where they were anymore. She sighed tucked a stray strand of her hair behind her ear.

She liked this Peter guy, she really did. And Gwen seemed nice too. Flash was obnoxious but he was tolerable. She didn't want to hurt them and that was why she was going to have to keep her distance. This was just another school, another city...and she couldn't get too attached. Once she was done with what she needed to do she would just move on and leave them behind. Hopefully if everything went according to plan they wouldn't see her for who she really was but then, when did things ever go according to plan?

Before she could become lost in her thoughts the bell rang.

"So! Uh, Peter," Gwen said, the ringing bell bringing her back to the present. "I was wondering…will you be working tonight?"

"What? Um, oh, yeah," Peter said, his mind pulled back from wherever it had gone.

Felicia tilted her head to the side, studying the boy. "You work Pete? What do you do?"

Gwen and Peter shared a mischievous smile before he replied. "Oh…nothing special."

A/N: In the next chapter Spider-Man gets up close and personal with the Black Cat! Stay tuned!


	3. Chapter 3

-o-o-

Peter took in a deep breath, the cool night air stinging his lungs, making it hard to believe. It was crisp and refreshing, exiting and invigorating. His heart was racing as it always did when he put on the suit. It made him feel important, made him feel alive, made him feel like he was a part of something bigger than his little world.

The sights and sounds of New York were below him, reaching up to him in their brilliance and splendor. It was a beautiful sight from up above, where one couldn't see the grime and dirt. It sparkled and stood out against the night sky, its bright lights making it near impossible to see the stars. The smells of New York, even from above, weren't pleasant but Peter didn't mind them. It was _his_ city, every single crime-ridden bit of it. And speaking of crime…

Peter tilted his head, straining his ears. It wasn't uncommon for police sirens to be heard throughout the crowded city. In fact, if there weren't any going off Peter would be worried. The question now, of course, was where he should go. What crime should he stop now? Which one was more pressing, more life threatening? It was, perhaps, the most difficult decision that he had to make every night. Because no matter how hard he tried, no matter how much he threw himself in front of a bullet or knife, no matter how many robberies he stopped and lives he saved…there were always those he missed, those that were lost.

A humorless thought crossed his mind for not the first time that night, let alone the first time in his life. A wry smile twisted his lips up under his mask. He had often considered stealing one of those little spiders out of the lab or from wherever they were now stashed and setting it lose upon someone he deemed "worthy". It was a dark, twisted thought, one he would never go through with of course, but it was a thought nonetheless and a disturbing, saddening one.

What he wouldn't give for a partner, what he wouldn't give for someone to watch his back and make up for his faults and flaws. During the Lizard incident he'd been lucky enough to have the help of Gwen and her father, but at the cost of her father's life…

The guilt that seemed to only be growing stronger by each passing day took an icy cold grip on his heart. He needed someone he could rely on without fail, someone with their own unique superhuman skill set. He needed someone that could help him get rid of the feelings of inadequacy that he felt, the feelings of never being able to do everything that needed to be done. It was a lot of pressure for someone his age to put on himself, but as his beloved uncle had said, "With great power comes great responsibility."

Breathing out, Peter stood up from his perch on the head of a gargoyle. Tonight, as he was every night, he was not Peter Parker. No, Peter Parker was an average high school kid with slightly above average intelligence. Peter Parker was the clown, the nerd, the kid that managed to score one of the hottest chicks in school. Peter Parker was not Spider-Man, and Spider-Man was who was out now, decked out in red and blue spandex with web canisters attached to his wrists. Spider-Man was strong, a hero. He was everything that Peter Parker was not.

Taking care to cast off the last remnants of Peter and letting the Spider-Man persona fully take over, the young hero jumped off the statue, falling quickly towards the hard pavement below. His timing perfect, he shot out a web strand and began to move above the crowded streets with a speed and agility matched by none.

Spider-Man knew that if anyone were to ever read his inner dialogue that he'd be thrown into the crazy house. Peter Parker and Spider-Man different people? Hogwash. What changed about the two other than the fact that one wore a costume?

Spider-man smiled grimly to himself.

Oh, if only people knew.

The startled shouts of citizens reached his sensitive ears, exclamations of surprise, cries of delight, expressions of rebuttal. He was used to it all.

The sights and sounds rushed at him from every side, almost overpowering in their intensity. Fortunately, along with his improved senses had come to ability to moderate them although the first day he'd woken up with them he'd felt quite sick and nauseated. He was looking for trouble, waiting for the scream of some helpless citizen to reach his ears or the scent of danger to set his Spider Sense tingling. While he did have a police scanner at home and would go out and take on crimes that they needed assistance with and one on his phone, he found that it was best just for him to get out there and search himself. His Spider Sense tended to pick up on things that were more prudent, more dangerous, and more life-threatening.

Swinging from building to building had become an automatic exercise, one he did without much thought. His movements were mechanical and precise; he never missed. Unfortunately this left him a lot of time to think about things he normally wouldn't and the ever-pressing cloud of the fact that this night could be his last was always in the forefront of his mind and casting a negative shadow on everything he thought of. This was the time when Peter Parker tried to resurface and the time when Spider-Man had to web-shoot him to the back of his mind, restraining that part of his personality until he was safe—or as safe as he could get—back under the roof of his own house and not gallivanting out around rooftops.

As he swung about, contemplating the twist of his fate, his thoughts took an unexpected turn back to Peter Parker's day.

_Felicia Hardy_.

What a woman.

While Peter might feel bashful or ashamed at thinking of a woman as highly as he did of his girlfriend, Spider-Man was not. Yes, Spider-Man liked Gwen and cared for her a great deal and wanted to keep her out of harm's way but to Spider-Man, Felicia Hardy had been more than a girl. Her body had had the curves of a gymnast, muscular and lean, taught with hidden strength. Something about her had seemed hidden, sinister almost, and a deadly grace had tainted her every footstep.

She had been trained for something, of what Spider-Man wasn't sure, but something about her had set his Spider Sense off. The way her smile didn't reach her eyes was especially disturbing and he couldn't help but wonder if he'd cross paths with this amazing woman someday, be it on the side of good or bad.

Of course, just like Peter, Spider-Man was probably over-analyzing things but he couldn't help it…

Before he could ponder the mysteriousness of the new transfer any further, his Spider Sense suddenly flared up, blaring alarm bells loudly inside his head. Taking a moment to check where he was and unfazed by the sudden headache that always accompanied an intense bout of "Warning! Warning!", he was able to locate the source of distress. It was coming from a tall building with what seemed to be a gazillion windows at a ninety degree angle to his current position. Quickly changing his trajectory, he swung towards the crime in progress, all thoughts of doubt swept from his mind as his body filled with nervous anticipation.

-o-o-

The hole with which the assailant had used to get in was on the twentieth floor. Spider-Man only had a brief moment to observe and record that fact before deftly flying through the hole, letting go of his web and neatly fitting through it, landing on his feet in an Olympic pose of sorts inside the dark building.

Not having the time to process the trivial fact that it was highly unlikely that a common burglar had somehow braved a twenty floor crime, Spider-Man took in his new surroundings, going through a Sherlock-like list of what was around him.

_Desk. Spinning office chair behind desk. Two chairs in front of desk. Portraits on walls. Door to left side of room. Safe door, behind desk, cracked slightly open. Woman standing—_

-_wait. Woman standing…?_

Before Spider-Man had the mind to act but luckily had the reflexes to, a clawed hand shot out at his head. Ducking and jumping back, he landed on the wall next to the door, his Spider Sense on full alert. His heart was beating fast within his chest and for a second he didn't get why he had missed such an obvious target until his eyes fell upon the figure standing before him.

_Oh…that's why_.

Clad in a black, skin-tight suit with a mask, a woman stood before him, claws that were extensions of her gloves gleaming deadly in the citylight that pooled in from outside. Her silver-white hair stood out against her black attire and was probably the reason why he had been able to detect her at all in the first place. No sort of malicious aura surrounded her and it was almost as if she was not there standing in front of him at all. It was a puzzling and problematic problem for the young hero and he gulped nervously.

"What's wrong?" the woman purred, her voice low and slightly husky. "Cat got your tongue?"


	4. Chapter 4

A/N: Sorry for the long delay but I hope you enjoy this latest installment! Seeing all those reviews really inspired me to go on!

As Spider-Man's eyes adjusted to the darkness, the woman that had swiped at his head came into focus. The black leather that covered her appeared to be some sort of body suit, cutting dangerously low in the front to expose her ample cleavage. White tufts of what he supposed were representative of fur were on her lower arms and calves, outlining the opening of her suit as well. To complete the ensemble, there was a choker around her neck, the band being black like the rest of her suit and the little silver medallion on the front being silver.

_Why can't all burglars dress like this? Or be sexy women? It would make this job a whole lot more fun to do. Then again, what sort of woman braves a twenty story climb to just break in? A crazy one. Keep an eye on her._

"When I said I wanted a partner, I was only half-joking," Spider-Man said dryly, crossing his arms as he watched the woman before him carefully. "And I didn't want my partner to start off as a thief either. Bad for my rep, you know?"

The silver-haired woman raised an eyebrow, the slender brow just moving enough above the black mask that covered the area around her eyes for him to see it. "I take it you're the infamous Spider-Man I've been hearing so much about. Was wondering when you'd show up to one of my little shindigs." Her voice didn't hold a tone of mocking or distaste but rather one of intrigue and excitement.

_Normally the bad guys don't want me coming around. What's up with this chick? Maybe she gets her kicks from stuff like this? _

"Whoa, whoa, whoa," he said out loud, deciding for once that his inner monologue was a bit too inappropriate for the situation, "You mean you've done this song and dance before and not invited me? How rude is that?"

The woman laughed, one clawed hand going to rest on her hip while the other gripped a small bag which no doubt contained the contents of the vault she had just robbed. The two began to walk in a circle, neither one willing to look away from the other.

"How thoughtless of me. The next time I go to rob a place I'll be sure to set off some alarms," she purred. "Shame that you rely on those devices to alert you. What about that spider-sense of yours?"

_So the underbelly of this fine city has a reliable information sharing network. Good to know. At least they're prepared for me._

"Yeah, you see, that's the thing…" he said to her. "There isn't going to be a next time. If you know who I am then you know that I kind of, you know, stop criminals like you."

He quickly assessed the situation they were now in, since they had both moved around the room, and gave himself a mental smack when he realized that she'd maneuvered herself so that the window through which she'd entered was directly behind her, thus ensuring herself an escape route. There was a grappling hook at her side and the spandexed hero didn't doubt that she knew how to use it. She'd gotten him distracted with words and her shapely figure, making it impossible for him to look away.

The woman's blue eyes narrowed, flashing dangerously. "Criminal? Me? Please. If you were a real hero you'd be going after _him_."

"Him. Right. Because that narrows it down." Spider-Man sighed, crossing his arms over his chest. "Whoever _him _is, I'm sure you're no better off than him. You are breaking and entering. And stealing. That's kind of a crime in case you haven't heard. The law doesn't like that. And neither do the people being stolen from."

The woman snorted. "Right. Because stealing from those that really don't deserve what they have is bad."

Spider-Man held up his hands. "Sorry. That's not for me to decide. Now if you'll just step away from that window…" He cautiously made his way towards her, not wanting to spook her or let her get that much of a head start. He had a feeling that if she did, he wouldn't be catching her. But then again…did he really want to?

_Whoa brain, back it up there. What do you mean you don't want to catch her? She's a bad guy—er—bad girl. She's stealing. Even if the guy she's robbing from really does deserve to have this happen to him, she's still a criminal. Just because she happens to be a she doesn't make her any different than anyone else you've webbed._

"Catch me if you can Spider."

"Wha—"

Spider-Man came out of his thoughts just in time to see the burglar jump out of the hole she'd made in the window. Alarm made his eyes go wide and his heart pump fast, adrenaline coursing through his veins as he momentarily forgot that she was prepared to make such a dramatic exit. He ran to the glass, his hands going up to touch the cool surface as he watched her plummet a few feet before grappling to another building. He let out a breath, relived that she hadn't become a pancake on the hard street before.

"Ok Spider. You heard the woman. Catch her if you can."

Backing up, he took off at a run, diving through the hole that she'd exited and shooting out a web to latch onto the building she had landed on. She must have heard the webbing stick because she paused in her flight, looking back with what appeared to be a grin on her smooth, pale face.

_If only my friends—if I had any—could see me now. _Spider-Man mused to himself as he swung through the air. _Chasing down a hot chick dressed in black leather. Sounds like the plot of a bad romance movie._

It seemed to him that she was baiting him, but he didn't mind. It was rare that he had a challenge such as this—at least one where it wasn't life or death like it had been with the lizard—and having a little chase would be fun and keep him in shape. She was no ordinary criminal, that was for sure. What, with the speed she had, the boldness with which she had jumped. People just didn't do that, even if they were criminals and about to be spidered. She was something special, unique. Just like him.

_Too bad she's on the wrong side of the law._

He hit the roof of the building she was nearly across, rolling and popping up on his feet. He took off in pursuit of her, getting ready to shoot out a line of web. He was perhaps just a little bit faster than her, and if he timed it right he could trip her up with some of his webbing and slow her down, leaving her open for him to catch up to her.

_Right…now!_

He aimed and shot at her just as she was about to make the jump to the next building, the sticky line adhering to her wrist. She was jolted painfully to a stop and nearly thrown off balance, being yanked back toward him as he pulled.

"Sorry. You're not getting away that easily," he said as he caught up to her. "But I've got to say…no one's gotten the better of me like that before. Good job making it several yards farther than most do."

"You really know how to flatter a girl, don't you?" she asked, smiling grimly as she broke his webbing.

_Ok. Add super strength to incredibly fast, agile, smart, and hot. _Spider-Man noted to himself. _This chick is definitely not normal. I wonder if she's flexible…?_

"Well that's never been done before," he said as he let go of the broken web. "Except by the Lizard. You must have some beastly strength."

She chuckled, one hand going to her mouth. Spider-Man noticed that she'd attached the small brown bag he'd seen earlier to her side, the jewels she'd procured no doubt resting safely within. His fingers twitched and he fought back the urge to try and web her again. She'd probably just move out of the way or break it and he didn't want to waste what supply he had with him on hand that night.

"You could say that," she said, her voice low and seductive, eyes gleaming mischievously, "Or maybe it's just bad luck you're having."

"Bad luck?" Spider-Man sniffed haughtily. Bad luck. Right. "What are you supposed to be? A black cat?"

"Why yes in fact, I am."

The minute the words left her mouth, she took off running again, vaulting across the gap between the buildings like it was nothing. Even though he had just seen her jump out of a window, he couldn't help but be impressed.

_Damn. This chick's got moves._

He started running again, pouring everything he had into catching up to her. He was halfway across the building she had leapt onto when she vaulted onto the next. He let out an aggravated sigh. He'd never catch her at this rate. She was _fast_.

Still running, he pointed his hand at the nearest billboard and shot a web onto it, sending himself sailing into the air. He let go just as she made it to the edge, landing directly in front of her.

"Miss me?" he teased, hoping to raise her ire.

Her red-painted lips stretched wide in a smile, his words seemingly having the opposite effect.

_I must be losing my touch._

"I was just about to ask you the same thing," she cooed. "Are you a mind-reader too?"

She began to move closer to him, hips swaying, her eyes entrancing. He wasn't sure where to look.

"Nope, sorry to disappoint," he said, hoping that she didn't notice the slight wobble in his voice. "Don't know what you've heard about me, but I'm no mind reader. Just a good guesser."

She tilted her head, her smile widening. "A good guesser? Then can you guess what I'm thinking right now?"

Spider-Man gulped nervously. She was the closer to him than she had been all night and he could clearly see her face. She was young, perhaps about his age. So what was she doing dressed up like this, robbing people blind?

_Then again, why am I dressed up like this, stopping people like her?_

He knew the answer to that question of course, and the thought of his Uncle Ben made his throat tighten and a pang of pain run through his heart.

Maybe this woman was like him; maybe she'd has some freaky accident that had left her gifted with powers that she didn't understand or that she couldn't quite control. Maybe she was afraid, maybe she'd had no one to steer her in the right direction. Maybe she didn't have an Uncle Ben to tell her that with great power comes great responsibility.

_Or maybe she just likes to steal. There is always that possibility._

The truth of the matter was he couldn't tell either way with her. She was keeping her emotions tightly under wraps and he couldn't pick up on what she was thinking or feeling in the slightest. Heck, not even his spider sense could. Or perhaps she didn't mean him harm and was simply toying with him, playing him.

_Well that's just rude._

"I'm guessing that you want me to go easy on you," he said. "And that you find me irresistibly attractive."

She laughed a real laugh, and for some reason he felt glad that she sounded pleased with his quip instead of upset. He was normally obnoxious to get his opponent mad so they couldn't think straight but she seemed to find amusement in it and that didn't bother him one bit. And that, perhaps, bothered him most of all.

What was happening to him? Was it her suit and the way it clung to her curves? The way it opened up in front? Was it the way she seemed fearless and confident, jumping out of buildings and flying across rooftops? Was it was because he was a man and despite his spiderness he still had that one key weakness that all men had?

"Well, you're partially right," she admitted, now close enough that he could reach out and touch her. "I guess you're not as dumb as you look." A greedy look entered her eyes as she traced along the outline of his muscles, made ever-so-noticeable by his tight fitting suit.

_Wait, did she just…?_

Just as he was about to respond, the sound of two cars colliding below caught his attention. His head snapped to the area the noise had come from automatically, the Black Cat totally forgotten for a moment. He needed to help those people, save whoever he could, he needed to—

"Duty calls, Spider. Don't worry, you'll see me later."

His looked to his left immediately; her words had been close, right in his ear, a seductive whisper. He moved to look at her, only to find that she was gone. Eyes wide, he looked around frantically for her. She was gone.

"Somebody help! There's a man trapped inside!"

Frustrated, Spider-Man moved in the direction of the accident, his body going on automatic as he swooped in to save the day. The onlookers of the terrible crash let loose cheers and whistles, but he didn't hear them. His mind was someplace else, trying to make sense out of just exactly who it was he had run into and what sort of arc in his life he was about to enter.

She had gotten away. Very few could boast that; in fact, only the Lizard could and he was currently extinct, his mild-mannered alter ego sitting in a very secure jail cell. Who was she exactly? Why was some kind of super human? Who was the _him _she had been talking about? Had she admitted that she was attracted to him? And, most importantly of all, why did he feel like he knew her?

A/N: This fanfic is going to have a lot of chapters in it so I really have to start cranking them out!


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